PR Newswire | Aug 5, 2021 06:46AM EDT

08/05 05:45 CDT

Urban One, Inc. Reports Second Quarter Results WASHINGTON, Aug. 5, 2021

WASHINGTON, Aug. 5, 2021 /PRNewswire/ -- Urban One, Inc. (NASDAQ: UONEK and UONE) today reported its results for the quarter ended June 30, 2021. Net revenue was approximately $107.6 million, an increase of 41.6% from the same period in 2020. Broadcast and digital operating income1 was approximately $49.6 million, an increase of 64.3% from the same period in 2020. The Company reported operating income of approximately $37.9 million for the three months ended June 30, 2021, compared to approximately $20.4 million for the three months ended June 30, 2020. Net income was approximately $17.9 million or $0.36 per share (basic) compared to approximately $1.4 million or $0.03 per share (basic) for the same period in 2020. Adjusted EBITDA2 was approximately $44.8 million for the three months ended June 30, 2021, compared to approximately $24.5 million for the same period in 2020.

Alfred C. Liggins, III, Urban One's CEO and President stated, "Overall we had an extremely strong second quarter; not only was Adjusted EBITDA up 82.4% year-over-year, but we also surpassed our Q2 2019 pre-pandemic Adjusted EBITDA. We are experiencing unprecedented advertiser interest in our audience across the entire Urban One platform. The radio advertising business saw a robust rebound from the worst impacts of the pandemic in Q2 2020, with segment revenues up by 73.0% and radio syndication revenues up 50.2%. We also benefitted from strong TV scatter markets, with TV advertising revenues up 21.3% in the quarter; furthermore, registered interest in our 2021-22 TV upfront sales presentations has also been extremely encouraging, which will help our fourth quarter revenue performance. Demand for our digital products remains high, with digital revenues up by 147.9% for the quarter and Adjusted EBITDA up by over $6.0 million; a significant help to our top and bottom-line growth. For Q3, our core radio business excluding political is currently pacing up by over 40%, and we are comfortable increasing our FY21 Adjusted EBITDA guidance to mid-$130 million, excluding casino chase costs. During the quarter we completed the second tranche of our Class A ATM share sale program, which yielded $21.2 million net of fees. This cash influx further strengthened our balance sheet, and we ended the quarter with $129.8 million of cash on hand, which is a healthy place to be ahead of the exciting new investment opportunity in the One Casino & Resort in Richmond, Virginia."

RESULTS OF OPERATIONS

Three Months Ended Six Months Ended June June 30, 30,

2021 2020 2021 2020

STATEMENT OF OPERATIONS (unaudited) (unaudited)

(in thousands, except (in thousands, except share data) share data)

$ $ $ $ NET REVENUE 199,033 107,593 76,008 170,883

OPERATING EXPENSES

Programming and technical, excluding stock-based 26,513 23,620 51,603 51,482 compensation

Selling, general and administrative, excluding 31,510 22,216 61,466 51,593 stock-based compensation

Corporate selling, general and administrative, excluding 9,153 7,140 19,273 15,472 stock-based compensation

Stock-based compensation 172 268 425 661

Depreciation and amortization 2,325 2,382 4,589 4,930

Impairment of long-lived assets - - - 53,650

Total operating expenses 69,673 55,626 137,356 177,788

Operating income 37,920 20,382 61,677 (6,905) (loss)

INTEREST INCOME 168 26 172 34

INTEREST EXPENSE 15,853 18,395 33,898 37,533

LOSS ON RETIREMENT OF DEBT - - 6,949 -

OTHER INCOME, net (2,362) (94) (4,046) (1,598)

Income (loss) before provision for (benefit from) income taxes 24,597 2,107 25,048 (42,806) and noncontrolling interest in income of subsidiaries

PROVISION FOR (BENEFIT FROM) 6,119 465 6,109 (21,390) INCOME TAXES

CONSOLIDATED NET INCOME (LOSS) 18,478 1,642 18,939 (21,416)

NET INCOME ATTRIBUTABLE TO 612 222 1,066 351 NONCONTROLLING INTERESTS

CONSOLIDATED NET INCOME (LOSS) $ $ $ $ ATTRIBUTABLE TO COMMON STOCKHOLDERS 17,873 17,866 1,420 (21,767)

AMOUNTS ATTRIBUTABLE TO COMMON STOCKHOLDERS

CONSOLIDATED NET INCOME (LOSS) $ $ $ $ ATTRIBUTABLE TO COMMON STOCKHOLDERS 17,873 17,866 1,420 (21,767)

Weighted average shares 49,789,892 44,806,219 49,124,056 45,025,471 outstanding - basic^3

Weighted average shares 53,780,918 48,154,262 53,186,619 45,025,471 outstanding - diluted^4

Three Months Ended June 30, Six Months Ended June 30,

2021 2020 2021 2020

PER SHARE DATA - basic and diluted: (unaudited) (unaudited) (unaudited) (unaudited)

(in thousands, except per share data) (in thousands, except per share data)

Consolidated net income (loss) attributable to common stockholders (basic) $ 0.36 $ 0.03 $ 0.36 $ (0.48)

Consolidated net income (loss) attributable to common stockholders $ 0.33 $ 0.03 $ 0.34 $ (0.48)(diluted)

SELECTED OTHER DATA

Broadcast and digital operating income ^1 $ 49,570 $ 30,172 $ 85,964 $ 67,808

Broadcast and digital operating income margin (% of net revenue) 46.1% 39.7% 43.2% 39.7%

Broadcast and digital operating income reconciliation:

Consolidated net income (loss) attributable to common stockholders $ 17,866 $ 1,420 $ 17,873 $ (21,767)

Add back non-broadcast and digital operating income items included inconsolidated net income (loss):

Interest income (168) (26) (172) (34)

Interest expense 15,853 18,395 33,898 37,533

Provision for (benefit from) income taxes 6,119 465 6,109 (21,390)

Corporate selling, general and administrative expenses 9,153 7,140 19,273 15,472

Stock-based compensation 172 268 425 661

Loss on retirement of debt - - 6,949 -

Other income, net (2,362) (94) (4,046) (1,598)

Depreciation and amortization 2,325 2,382 4,589 4,930

Noncontrolling interest in income of subsidiaries 612 222 1,066 351

Impairment of long-lived assets - - - 53,650

Broadcast and digital operating income $ 49,570 $ 30,172 $ 85,964 $ 67,808

Adjusted EBITDA^2 $ 44,765 $ 24,537 $ 75,002 $ 56,797

Adjusted EBITDA reconciliation:

Consolidated net income (loss) attributable to common stockholders $ 17,866 $ 1,420 $ 17,873 $ (21,767)

Interest income (168) (26) (172) (34)

Interest expense 15,853 18,395 33,898 37,533

Provision for (benefit from) income taxes 6,119 465 6,109 (21,390)

Depreciation and amortization 2,325 2,382 4,589 4,930

EBITDA $ 41,995 $ 22,636 $ 62,297 $ (728)

Stock-based compensation 172 268 425 661

Loss on retirement of debt - - 6,949 -

Other income, net (2,362) (94) (4,046) (1,598)

Noncontrolling interest in income of subsidiaries 612 222 1,066 351

Casino chase costs 941 - 2,334 -

Employment Agreement Award, incentive plan award expenses and other 911 98 1,509 1,311compensation

Contingent consideration from acquisition 240 66 280 (7)

Severance-related costs 312 1,261 573 1,587

Cost method investment income from MGM National Harbor 1,944 80 3,615 1,570

Impairment of long-lived assets - - - 53,650

Adjusted EBITDA $ 44,765 $ 24,537 $ 75,002 $ 56,797

June 30, 2021 December 31, 2020

(unaudited)

(in thousands)

SELECTED BALANCE SHEET DATA:

Cash and cash equivalents and restricted $ $ cash 129,780 73,858

Intangible assets, net 782,946 764,858

Total assets 1,239,542 1,195,487

Total debt (including current portion, net 817,774 842,286 of issuance costs)

Total liabilities 987,887 995,888

Total stockholders' equity 236,463 186,898

Redeemable noncontrolling interest 15,192 12,701

Applicable June 30, 2021 Interest Rate

(in thousands)

SELECTED LEVERAGE DATA:

7.375% senior secured notes due February $ 2028, net of issuance costs of 810,269 7.375% approximately $14.7 million (fixed rate)

PPP Loan 7,505 1.00%

Cautionary Note Regarding Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements represent management's current expectations and are based upon information available to Urban One at the time of this release. These forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond Urban One's control, that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially are described in Urban One's reports on Forms 10-K, 10-Q, 10-Q/A, 8-K and other filings with the Securities and Exchange Commission (the "SEC"). Urban One does not undertake any duty to update any forward-looking statements.

The COVID-19 pandemic could have an impact on certain of our revenue and alternative revenue sources on a going forward basis. While parts of the country are recovering, other parts are seeing a resurgence of the pandemic and this could impact our results of operations, particularly in our larger markets such as Dallas, Houston and Atlanta. During the early portion of the pandemic, a number of advertisers across significant advertising categories reduced advertising spend due to the outbreak. This was particularly true within our radio segment which derives substantial revenue from local advertisers, including in areas such as Texas, Ohio and Georgia. The economies in these areas were hit particularly hard due to social distancing and other government interventions. Further, the COVID-19 outbreak caused the postponement of our 2020 Tom Joyner Foundation Fantastic Voyage cruise and impaired ticket sales of other tent pole special events, some of which we had to cancel. A resurgence could have a similar future impact. We do not carry business interruption insurance to compensate us for losses and such losses may continue to occur as a result of the ongoing nature of the COVID-19 pandemic. New outbreaks or surges in new cases due to variants in the markets in which we operate could have material impacts on our liquidity, operations including potential impairment of assets, and our financial results. Likewise, our income from our investment in MGM National Harbor Casino could be negatively impacted by closures and limitations on occupancy imposed by state and local governmental authorities.

Net revenue consists of gross revenue, net of local and national agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing.

Three Months Ended June 30,

2021 2020 $ Change % Change

(Unaudited)

(in thousands)

Net Revenue:

Radio Advertising $ 42,605 $ 25,358 $ 17,247 68.0%

Political Advertising 500 361 139 38.5%

Digital Advertising 15,016 6,104 8,912 146.0%

Cable Television Advertising 22,968 18,941 4,027 21.3%

Cable Television Affiliate 25,396 24,619 777 3.2%Fees

Event Revenues & Other 1,108 625 483 77.3%

Net Revenue (as reported) $ 107,593 $ 76,008 $ 31,585 41.6%

Net revenue increased to approximately $107.6 million for the quarter ended June 30, 2021, from approximately $76.0 million for the same period in 2020. Net revenues from our radio broadcasting segment increased 73.0% compared to the same period in 2020. The increase in net revenue in our radio broadcasting segment was due primarily to mitigation of the economic impacts of the COVID-19 pandemic which began in March 2020. We experienced net revenue improvements in all of our existing radio markets. Net revenue excluding political, from our radio broadcasting segment increased 74.1% compared to the same period in 2020. We recognized approximately $48.5 million of revenue from our cable television segment during the three months ended June 30, 2021, compared to approximately $43.8 million for the same period in 2020 with the increase primarily in advertising sales. We recognized approximately $9.4 million of revenue from our Reach Media segment during the three months ended June 30, 2021, compared to approximately $6.3 million for the same period in 2020. Finally, net revenues for our digital segment increased approximately $9.0 million for the three months ended June 30, 2021, compared to the same period in 2020, primarily due to an increase in direct revenues.

Operating expenses, excluding depreciation and amortization, stock-based compensation and impairment of long-lived assets, increased to approximately $67.2 million for the quarter ended June 30, 2021, up 26.8% from the approximately $53.0 million incurred for the comparable quarter in 2020. The overall operating expense increase was driven by higher programming and technical expenses, higher selling, general and administrative expenses and higher corporate selling, general and administrative expenses.

During the quarter ended June 30, 2020, we proactively implemented certain cost-cutting measures including furloughs, layoffs, salary reductions, other expense reduction (including eliminating travel and entertainment expenses), eliminating merit raises, decreasing or deferring marketing spend, deferring programming/production costs, reducing special events costs, and implementing a hiring freeze on open positions. As a result of the continued reopening of the economy and corresponding increases in revenue, we've incurred an increase in the following expenses: approximately $3.4 million in employee compensation expenses, $1.3 million in higher program content amortization expense at our cable television segment, $4.8 million in marketing spend, and $2.3 million in variable expenses. Finally, the increase in corporate selling, general and administrative expenses for the three months ended June 30, 2021, compared to the same period in 2020 is primarily due to an increase in expenses related to corporate development activities in connection with potential gaming and other similar business activities as well as an increase in compensation expense for the Chief Executive Officer in connection with the valuation of the Employment Agreement Award element.

Depreciation and amortization expense decreased to approximately $2.3 million for the quarter ended June 30, 2021, compared to approximately $2.4 million for the quarter ended June 30, 2020.

Interest expense decreased to approximately $15.9 million for the quarter ended June 30, 2021, compared to approximately $18.4 million for the quarter ended June 30, 2020. The Company made cash interest payments of $172,000 for the quarter ended June 30, 2021, compared to cash interest payments of approximately $22.4 million on its outstanding debt for the quarter ended June 30, 2020. As previously announced, on January 25, 2021, the Company closed on new senior secured notes (the "2028 Notes"). The proceeds from the 2028 Notes were used to prepay in full (1) the 2017 Credit Facility, (2) the 2018 Credit Facility, (3) the MGM National Harbor Loan; (4) the remaining amounts of our 7.375% Notes, and (5) our 8.75% Notes that were issued in the November 2020 Exchange Offer.

During the three months ended June 30, 2021, we recorded a provision for income taxes of approximately $6.1 million compared to a provision for income taxes of $465,000 for the three months ended June 30, 2020. The increase in the provision for income taxes was primarily due to the application of the estimated annual effective tax rate for the year to date and pre-tax income of approximately $24.6 million during the quarter, and discrete tax provision adjustments for excess tax benefits related to restricted stock units. The tax provision resulted in an effective tax rate of 24.9% and 22.1% for the three months ended June 30, 2021 and 2020, respectively. The Company paid income taxes of $814,000 for the quarter ended June 30, 2021 and did not pay income taxes for the quarter ended June 30, 2020.

Other income, net, was approximately $2.4 million and $94,000 for the three months ended June 30, 2021 and 2020, respectively. We recognized other income in the amount of approximately $1.9 million and $80,000, for the three months ended June 30, 2021 and 2020, respectively, related to our MGM investment.

The increase in noncontrolling interests in income of subsidiaries was due primarily to higher net income recognized by Reach Media during the three months ended June 30, 2021 compared to the three months ended June 30, 2020.

Other pertinent financial information includes capital expenditures of approximately $1.6 million and $1.2 million for the quarters ended June 30, 2021 and 2020, respectively.

During the three months ended June 30, 2021, the Company did not repurchase any shares of Class A or Class D common stock. During the three months ended June 30, 2020, the Company did not repurchase any shares of Class A common stock and repurchased 3,208,288 shares of Class D common stock in the amount of approximately $2.4 million.

The Company, in connection with its prior 2009 stock option and restricted stock plan and its current 2019 Equity and Performance Incentive Plan (the "2019 Plan"), is authorized to purchase shares of Class D common stock to satisfy employee tax obligations in connection with the vesting of share grants under the plan. During the three months ended June 30, 2021, the Company executed a Stock Vest Tax Repurchase of 14,051 shares of Class D Common Stock in the amount of $33,000. During the three months ended June 30, 2020, the Company executed a Stock Vest Tax Repurchase of 155,771 shares of Class D Common Stock in the amount of $140,000.

Other Matters

During the three months ended June 30, 2021, the Company issued and sold an aggregate of 1,893,126 Class A Shares pursuant to the 2021 Sale Agreement and received gross proceeds of approximately $22.0 million and net proceeds of approximately $21.2 million, after deducting commissions to Jefferies and other offering expenses.

Supplemental Financial Information:

For comparative purposes, the following more detailed, unaudited statements of operations for the three and six months ended June 30, 2021 and 2020 are included.

Three Months Ended June 30, 2021

(in thousands, unaudited)

Radio Reach Cable Corporate/

Consolidated Broadcasting Media Digital Television Eliminations

STATEMENT OFOPERATIONS:

NET REVENUE $ 107,593 $ 35,465 $ 9,414 $ 15,129 $ 48,461 $ (876)

OPERATING EXPENSES:

Programming and 26,513 8,608 3,388 2,414 12,461 (358) technical

Selling, general and 31,510 13,757 2,001 6,385 9,886 (519) administrative

Corporate selling, 9,153 - 613 1 1,187 7,352 general and administrative

Stock-based 172 4 - - 16 152 compensation

Depreciation and 2,325 792 53 315 937 228 amortization

Total operating 69,673 23,161 6,055 9,115 24,487 6,855 expenses

Operating 37,920 12,304 3,359 6,014 23,974 (7,731) income (loss)

INTEREST INCOME 168 - - - - 168

INTEREST 15,853 43 - 79 1,919 13,812 EXPENSE

OTHER INCOME, (2,362) (406) - - - (1,956) net

Income (loss) before provision for (benefit from) income taxes 24,597 12,667 3,359 5,935 22,055 (19,419) and noncontrolling interest in income of subsidiaries

PROVISION FOR (BENEFIT FROM) 6,119 2,923 846 - 5,568 (3,218) INCOME TAXES

CONSOLIDATED NET INCOME 18,478 9,744 2,513 5,935 16,487 (16,201) (LOSS)

NET INCOME ATTRIBUTABLE TO 612 - - - - 612 NONCONTROLLING INTERESTS

NET INCOME (LOSS) ATTRIBUTABLE TO $ 17,866 $ 9,744 $ 2,513 $ 5,935 $ 16,487 $ (16,813) COMMON STOCKHOLDERS

Adjusted EBITDA $ 44,765 $ 13,200 $ 3,462 $ 6,573 $ 25,003 $ (3,473) ^2

Three Months Ended June 30, 2020

(in thousands, unaudited)

Radio Reach Cable Corporate/

Consolidated Broadcasting Media Digital Television Eliminations

STATEMENT OFOPERATIONS:

NET REVENUE $ 76,008 $ 20,505 $ 6,268 $ 6,104 $ 43,761 $ (630)

OPERATING EXPENSES:

Programming and 23,620 7,597 2,968 2,442 10,994 (381) technical

Selling, general and 22,216 12,985 1,303 3,262 4,900 (234) administrative

Corporate selling, 7,140 - 620 19 1,059 5,442 general and administrative

Stock-based 268 32 50 - - 186 compensation

Depreciation and 2,382 766 60 277 940 339 amortization

Total operating 55,626 21,380 5,001 6,000 17,893 5,352 expenses

Operating 20,382 (875) 1,267 104 25,868 (5,982) income (loss)

INTEREST INCOME 26 - - - - 26

INTEREST 18,395 - - 79 1,919 16,397 EXPENSE

OTHER INCOME, (94) - - - - (94) net

Income (loss) before provision for (benefit from) income taxes 2,107 (875) 1,267 25 23,949 (22,259) and noncontrolling interest in income of subsidiaries

PROVISION FOR (BENEFIT FROM) 465 (23) 391 - 5,985 (5,888) INCOME TAXES

CONSOLIDATED NET INCOME 1,642 (852) 876 25 17,964 (16,371) (LOSS)

NET INCOME ATTRIBUTABLE TO 222 - - - - 222 NONCONTROLLING INTERESTS

NET INCOME (LOSS) ATTRIBUTABLE TO $ 1,420 $ (852) $ 876 $ 25 $ 17,964 $ (16,593) COMMON STOCKHOLDERS

Adjusted EBITDA $ 24,537 $ 813 $ 1,577 $ 519 $ 26,871 $ (5,243) ^2

Six Months Ended June 30, 2021

(in thousands, unaudited)

Radio Reach Cable Corporate/

Consolidated Broadcasting Media Digital Television Eliminations

STATEMENT OFOPERATIONS:

NET REVENUE $ 199,033 $ 63,253 $ 17,230 $ 25,484 $ 94,703 $ (1,637)

OPERATING EXPENSES:

Programming and 51,603 17,101 6,797 5,226 23,196 (717) technical

Selling, general and 61,466 28,569 3,126 11,625 19,054 (908) administrative

Corporate selling, 19,273 - 1,253 2 2,750 15,268 general and administrative

Stock-based 425 28 - - 71 326 compensation

Depreciation and 4,589 1,522 111 638 1,866 452 amortization

Total operating 137,356 47,220 11,287 17,491 46,937 14,421 expenses

Operating 61,677 16,033 5,943 7,993 47,766 (16,058) income (loss)

INTEREST INCOME 172 - - - - 172

INTEREST 33,898 87 - 158 3,838 29,815 EXPENSE

LOSS ON RETIREMENT OF 6,949 - - - - 6,949 DEBT

OTHER INCOME, (4,046) (406) - - - (3,640) net

Income (loss) before provision for (benefit from) income taxes 25,048 16,352 5,943 7,835 43,928 (49,010) and noncontrolling interest in income of subsidiaries

PROVISION FOR (BENEFIT FROM) 6,109 3,711 1,483 - 10,964 (10,049) INCOME TAXES

CONSOLIDATED NET INCOME 18,939 12,641 4,460 7,835 32,964 (38,961) (LOSS)

NET INCOME ATTRIBUTABLE TO 1,066 - - - - 1,066 NONCONTROLLING INTERESTS

NET INCOME (LOSS) ATTRIBUTABLE TO $ 17,873 $ 12,641 $ 4,460 $ 7,835 $ 32,964 $ (40,027) COMMON STOCKHOLDERS

Adjusted EBITDA $ 75,002 $ 17,774 $ 6,140 $ 8,962 $ 49,815 $ (7,689) ^2

Six Months Ended June 30, 2020

(in thousands, unaudited)

Radio Reach Cable Corporate/

Consolidated Broadcasting Media Digital Television Eliminations

STATEMENT OFOPERATIONS:

NET REVENUE $ 170,883 $ 55,421 $ 12,958 $ 12,393 $ 91,257 $ (1,146)

OPERATING EXPENSES:

Programming and 51,482 17,478 6,385 5,562 22,820 (763) technical

Selling, general and 51,593 29,418 3,054 7,331 12,151 (361) administrative

Corporate selling, 15,472 - 1,338 19 2,381 11,734 general and administrative

Stock-based 661 110 59 6 - 486 compensation

Depreciation and 4,930 1,506 119 765 1,883 657 amortization

Impairment of long-lived 53,650 53,650 - - - - assets

Total operating 177,788 102,162 10,955 13,683 39,235 11,753 expenses

Operating (6,905) (46,741) 2,003 (1,290) 52,022 (12,899) (loss) income

INTEREST INCOME 34 - - - - 34

INTEREST 37,533 3 - 158 3,838 33,534 EXPENSE

OTHER INCOME, (1,598) (1) - - - (1,597) net

(Loss) income before (benefit from) provision for income taxes (42,806) (46,743) 2,003 (1,448) 48,184 (44,802) and noncontrolling interest in income of subsidiaries

(BENEFIT FROM) PROVISION FOR (21,390) (9,872) 574 - 12,040 (24,132) INCOME TAXES

CONSOLIDATED NET (LOSS) (21,416) (36,871) 1,429 (1,448) 36,144 (20,670) INCOME

NET INCOME ATTRIBUTABLE TO 351 - - - - 351 NONCONTROLLING INTERESTS

NET (LOSS) INCOME ATTRIBUTABLE TO $ (21,767) $ (36,871) $ 1,429 $ (1,448) $ 36,144 $ (21,021) COMMON STOCKHOLDERS

Adjusted EBITDA $ 56,797 $ 9,564 $ 2,380 $ (291) $ 53,974 $ (8,830) ^2

Urban One, Inc. will hold a conference call to discuss its results for the second fiscal quarter of 2021. The conference call is scheduled for Thursday, August 5, 2021 at 10:00 a.m. EDT. To participate on this call, U.S. callers may dial toll-free 1-877-226-8163; international callers may dial direct (+1) 234-720-6983. The Access Code is 5284191.

A replay of the conference call will be available from 1:00 p.m. EDTAugust 5, 2021 until 12:00 a.m. EDTAugust 08, 2021. Callers may access the replay by calling 1-866-207-1041; international callers may dial direct (+1) 402-970-0847. The replay Access Code is 6180979.

Access to live audio and a replay of the conference call will also be available on Urban One's corporate website at www.urban1.com. The replay will be made available on the website for seven days after the call.

Urban One, Inc.(urban1.com), together with its subsidiaries, is the largest diversified media company that primarily targets Black Americans and urban consumers in the United States. The Company owns TV One, LLC(tvone.tv), a television network serving more than 59 million households, offering a broad range of original programming, classic series and movies designed to entertain, inform and inspire a diverse audience of adult Black viewers. As of June 30, 2021, we owned and/or operated 63 independently formatted, revenue producing broadcast stations (including 54 FM or AM stations, 7 HD stations, and the 2 low power television stations we operate) branded under the tradename "Radio One" in 13 urban markets in the United States. Through its controlling interest in Reach Media, Inc. (blackamericaweb.com), the Company also operates syndicated programming including the Rickey Smiley Morning Show, the Russ Parr Morning Show and the DL Hughley Show.In addition to its radio and television broadcast assets, Urban One owns iOne Digital (ionedigital.com), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius, Bossip, HipHopWired and MadameNoire digital platforms and brands. We also have invested in a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George's County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African-American and urban audiences.

Notes:

1 "Broadcast and digital operating income" consists of net (loss)income before depreciation and amortization, corporate selling, general andadministrative expenses, stock-based compensation, income taxes, noncontrollinginterest in income (loss) of subsidiaries, interest expense, impairment oflong-lived assets, other (income) expense, loss (gain) on retirement of debt,gain on sale-leaseback and interest income. Broadcast and digital operatingincome is not a measure of financial performance under generally acceptedaccounting principles. Nevertheless, broadcast and digital operating income isa significant measure used by our management to evaluate the operatingperformance of our core operating segments because broadcast and digitaloperating income provides helpful information about our results of operationsapart from expenses associated with our fixed assets and long-lived intangibleassets, income taxes, investments, debt financings and retirements, overhead,stock-based compensation, impairment charges, and asset sales. Our measure ofbroadcast and digital operating income is similar to industry use of stationoperating income; however, it reflects our more diverse business and thereforeis not completely analogous to "station operating income" or other similarlytitled measures used by other companies. Broadcast and digital operating incomedoes not purport to represent operating income or cash flow from operatingactivities, as those terms are defined under generally accepted accountingprinciples, and should not be considered as an alternative to thosemeasurements as an indicator of our performance. A reconciliation of net income(loss) to broadcast and digital operating income has been provided in thisrelease.

2 "Adjusted EBITDA" consists of net income (loss) plus (1)depreciation, amortization, income taxes, interest expense, noncontrollinginterest in (loss) income of subsidiaries, impairment of long-lived assets,stock-based compensation, (gain) loss on retirement of debt, gain onsale-leaseback, Employment Agreement and incentive plan award expenses andother compensation, contingent consideration from acquisition, casino chasecosts, severance-related costs, cost investment income, less (2) other incomeand interest income. Net income before interest income, interest expense,income taxes, depreciation and amortization is commonly referred to in ourbusiness as "EBITDA." Adjusted EBITDA and EBITDA are not measures of financialperformance under generally accepted accounting principles. However, we believeAdjusted EBITDA is often a useful measure of a company's operating performanceand is a significant measure used by our management to evaluate the operatingperformance of our business because Adjusted EBITDA excludes charges fordepreciation, amortization and interest expense that have resulted from ouracquisitions and debt financing, our taxes, impairment charges, and gain onretirements of debt. Accordingly, we believe that Adjusted EBITDA providesuseful information about the operating performance of our business, apart fromthe expenses associated with our fixed assets and long-lived intangible assetsor capital structure. EBITDA is frequently used as one of the measures forcomparing businesses in the broadcasting industry, although our measure ofAdjusted EBITDA may not be comparable to similarly titled measures of othercompanies, including, but not limited to the fact that our definition includesthe results of all four segments (radio broadcasting, Reach Media, digital andcable television). Adjusted EBITDA and EBITDA do not purport to representoperating income or cash flow from operating activities, as those terms aredefined under generally accepted accounting principles, and should not beconsidered as alternatives to those measurements as an indicator of ourperformance. A reconciliation of net income (loss) to EBITDA and AdjustedEBITDA has been provided in this release.

3 For the three months ended June 30, 2021 and 2020, Urban One had49,789,892 and 44,806,219 shares of common stock outstanding on a weightedaverage basis (basic), respectively. For the six months ended June 30, 2021and 2020, Urban One had 49,124,056 and 45,025,471 shares of common stockoutstanding on a weighted average basis (basic), respectively.

4 For the three months ended June 30, 2021 and 2020, Urban One had53,780,918 and 48,154,262 shares of common stock outstanding on a weightedaverage basis (fully diluted for outstanding stock awards), respectively. Forthe six months ended June 30, 2021 and 2020, Urban One had 53,186,619 and45,025,471 shares of common stock outstanding on a weighted average basis(fully diluted for outstanding stock awards), respectively.

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SOURCE Urban One, Inc.